General terms and conditions for the purchase of supplies

Technical documentation

GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF SUPPLIES AND SERVICES FOR THE EDILIANS GROUP

In the absence of a specific agreement duly signed by the Parties, these general terms and conditions of purchase (hereinafter "General Terms and Conditions of Purchase") apply to all orders issued by the Buyer for the supply of goods or services. Performance of the Agreement or acceptance of the order by the Supplier implies the latter's full acceptance of these General Terms and Conditions of Purchase. The Buyer and the Supplier (hereinafter the "Parties") specifically acknowledge, after negotiating together, that they have accepted in good faith these terms and conditions, to the exclusion of the Supplier's general terms and conditions of sale. These general terms and conditions are binding and supersede any clauses to the contrary formulated by the Supplier, unless the Buyer has specifically accepted the said contrary clauses. In the event of a contradiction between these conditions and other official documents provided by the Buyer, the Buyer will indicate which document is applicable on a case-by-case basis. Any clauses or conditions appearing on letters, invoices and other documents issued by the Supplier which are contrary to these general terms and conditions are, in the absence of specific agreement, unenforceable against the Buyer.

1 - DEFINITIONS

The terms defined below have the following meanings:

"PURCHASER" means any company in the EDILIANS Group that purchases supplies or services: EDILIANS, EDILIANS TECH, LA FRANÇAISE DES TUILES ET BRIQUES.
"AGREEMENT" refers to any order placed by the Buyer, and in general to any document, whatever its form or designation, which provides proof of the intentions of the contracting parties.
"TECHNICAL DOCUMENTATION": refers to plans, drawings, diagrams, calculation notes, technical files, bills of materials, as well as technical specifications, and more generally any technical document intended to define the specific nature of the Supplies or Services.
"SUPPLIER" refers to the seller, contractor or service provider to whom the Agreement is addressed.
"SUPPLY(IES)" refers to the products and equipment concerned by the Agreement, as well as the studies, materials and all accessories required for the construction and proper operation of such equipment, including any spare parts.
"SERVICE(S)" refers to the work and services to be performed by the Supplier, including on one of the Buyer's sites.

2 - FORMATION OF THE AGREEMENT

Under no circumstances may the Buyer's tacit agreement be claimed by any Party. Only documents duly signed by a person authorised by the Buyer and referring to these General Terms and Conditions of Purchase are binding on the Buyer.
The Agreement is only validly formed once the Supplier accepts. This acceptance takes the form of the Supplier sending the Buyer an unconditional acknowledgement of receipt of the order within forty-eight (48) hours. The order along with these general terms and conditions shall be deemed to have been accepted when the acknowledgement of receipt of the order is not returned to the Buyer by the Supplier within the period indicated above.
Any changes or reservations set down by the Supplier in the acknowledgement of receipt or in the General Terms and Conditions of Purchase or in any other document attached thereto shall be considered null and void unless specifically accepted by the Buyer.

The Supplier is bound by a performance obligation and undertakes to deliver the Supplies or perform the Services in compliance with the deadlines, costs and procedures, including any quality requirements, set down in the contractual documents provided by the Buyer and, in any event, in compliance with standard trade practices.

3 - COMPLIANCE WITH LAWS AND REGULATIONS

The Supplier shall comply with the laws and regulations in force in its country of origin and in the country for which the Supplies or Services are intended.The Supplier declares that it possesses the authorisations, rights, approvals and clearances required to perform the Service.

In the event that the materials, equipment, installations or work to be supplied under the Agreement need to be modified in the course of being performed, due to a change in regulations or the law, or at the request of a competent authority, these modifications will be at the sole expense of the Supplier, who undertakes to perform them.When the Services are carried out on the Buyer's site or on the Buyer's premises, the Supplier must also comply with the legal and regulatory requirements intended to protect the health and safety of persons and installations as well as all internal rules, practices and regulations.

The Supplier acknowledges that it is aware of legal and regulatory provisions and that it will ensure that its personnel comply and agree with these provisions. In particular, the Supplier acknowledges that it is aware of and undertakes to comply at all times with the standards of the International Labor Organization (ILO) concerning child labour.
The Supplier shall hold the Buyer harmless in the event of any proceedings arising out of any failure to comply with the provisions of this article and undertakes to bear all the financial and other consequences thereof.

4 - SUPPLIER'S PERSONNEL

The Supplier undertakes to determine and implement the necessary personnel and material resources required for the proper performance of the Agreement. The Supplier undertakes to place a competent and appropriate team at the Buyer's disposal, in order to meet the quality and deadline targets set by the Parties.
The Supplier's personnel remain under its hierarchical and disciplinary authority at all times. The Supplier is therefore responsible, as the employer, for the administrative, accounting and social management of its employees involved in performing the Service. The Supplier shall be responsible for its personnel in all circumstances regardless of the reason.
In particular, the Supplier shall bear responsibility for any accidents occurring to its employees during their commute or in the workplace, due to or in connection with the performance of the Service and shall ensure all compulsory medical examinations are carried out. The Supplier shall be liable for any accidents caused by its personnel, as well as for any damage occurring in the course of performing the Services.

The Supplier undertakes to send the following documents to the Buyer within 15 days of the Buyer making such a request and in any event before the Agreement is signed, and every six (6) months thereafter :

- A "Certificate” of payment of employee social security contributions issued by the competent authority ;
- A tax certificate dating from the current calendar year;
- A copy of the Supplier's registration with the Trade and Companies Register issued less than 3 months ago;
- A list of foreign employees by name, or a sworn statement that it does not employ foreign employees issued less than 6 months ago.

The Buyer reserves the right to request any other document attesting to the Supplier's compliance with laws and regulations relating to the employment and working conditions of its employees and those of its sub-contractors.

5 - DEADLINES

The deadlines agreed with the Supplier are an essential part of the Agreement. These deadlines are imperative. The dates indicated are the dates by which the work must be carried out or the Supplies delivered to the agreed place of delivery, it being the Supplier's responsibility to take account of shipping and acceptance times.
The Supplier is deemed to be in default, without further formality, by the mere fact of such deadlines being exceeded.
In addition, any delivery made after the contractual date shall entail automatic application of the late delivery penalties provided for in article 10, without prejudice to any other damages to which the Buyer may be entitled.
Furthermore, any delivery delays may result in the Buyer having recourse to article 18 Termination, in which case the Buyer may source the Supplies from another Supplier. Any additional costs generated by this new order will be borne by the Supplier at fault.
The Buyer may ask the Supplier to change the quantity, delivery date and deadline up to 15 days before the scheduled delivery date, with the exception of orders for specific Supplies.

6 - TECHNICAL DOCUMENTATION

The Supplier will draw up all the Technical Documentation for the Agreement based on the technical documents enclosed with the Agreement and this under its own responsibility, at its own expense and within the time periods set. Before starting any work, the Supplier must ensure that it has all the rights, elements and information required for proper performance thereof. It must also ensure that the information contained in the documents enclosed with the Agreement is coherent and must report to the Buyer any errors, omissions or contradictions which a Supplier must be able to detect in view of its obligation to provide information and advice. The cost of making any changes required or agreed to with the Buyer, that result from an error in the documents that was not reported by the Supplier, will be at the Supplier's expense.

All Technical Documentation and the ownership thereof shall be transferred to the Buyer as and when they are completed, and at the latest on the date ownership of the Supplies is transferred to the Buyer. This Technical Documentation will bear the words “certified to conform to the work performed”.
Delivery of the Technical Documentation constitutes for the Supplier an indivisible obligation of the Agreement.

7 - SHIPPING

A delivery slip shall be drawn up by the Supplier for each and every shipment and shall contain all the information required to identify the Supplies (in particular order references, nature and quantity of the goods, name of the carrier).

When the delivery slip is missing or incomplete this may be considered as a delivery delay and will therefore entitle the Buyer to compensation in accordance with clause 10 below if the changes required are not made by the delivery deadline agreed. This also applies to inspection reports.
Unless stipulated otherwise in the Agreement, delivery will be Delivered Duty Paid "EDILIANS site" (Incoterms 2020 of the International Chamber of Commerce).

The choice of packaging is incumbent on the Supplier. The Supplier undertakes to use packaging that complies with applicable standards to ensure that said packaging is not damaged during shipping and/or storage. Where applicable, the Supplier undertakes to comply with statutory and regulatory obligations that apply to the transportation of hazardous materials.
Any damage to the Supplies due to defective or inappropriate packaging will result in said Supplies being returned to the Supplier at the Supplier's expense and risk.

8 - TRANSFER OF OWNERSHIP / TRANSFER OF RISK

The Buyer rejects any ownership clause which, directly or indirectly, has the effect of subordinating, in any way whatsoever, the transfer of ownership of the Supplies, to full payment of the price. The Supplier agrees to waive all rights to which it may have been entitled under such a clause.
Any retention of title clause is deemed unwritten.
When a payment is linked to a stage in the provision of the Service being performed, the corresponding invoice is subject to the effective and full completion of this stage. Ownership of the deliverables is transferred to the Buyer upon payment of this instalment.

The materials, objects or supplies for which advance payments have been made shall be physically identified and recognized. They may be kept on the Supplier's premises if the Buyer so wishes. Failure to comply with the above clause shall result in the immediate return to the Buyer of any advance payments made, and shall entitle the Buyer to make any claim for compensation to which it is entitled in respect of such failure.
For Supply Agreements without any assembly work being required, transfer of ownership takes place on the date of delivery.
For Supply Agreements in which assembly work is required, or requiring work carried out on the Buyer's premises, transfer of ownership takes place when the installation is made available by the Supplier, subject to the Buyer's agreement. This agreement may be given either by provisional acceptance, or by presentation by the Supplier, and acceptance by the Buyer, of the invoice with the due date corresponding to the transfer of ownership defined in the Agreement.
Unless stipulated otherwise in the Agreement, the transfer of risk shall take place upon final acceptance of the Supplies or Services.

9 - ACCEPTANCE
9.1 PROVISIONAL ACCEPTANCE

The purpose of provisional acceptance is to verify that the Supplies or Services comply with the stipulations in the Agreement (in terms of quantity, quality, performance, etc.).
The compliance checks carried out by the Buyer shall not release the Supplier of its responsibility, in particular with regard to the quality, quantity and performance of the Supplies or Services. The Buyer may refuse provisional acceptance in the event of partial non-performance, or if the Supplies or Services do not comply with the Technical Documentation or standard trade practices. The Buyer may accompany provisional acceptance with reservations when the Buyer notes that minor parts of the Supplies or Services have not been completed. The Supplier's invoice will only be paid up to the value of those Supplies and Services which have been accepted without any reservations.
If the Supplies are delivered in quantities less than those ordered, the Buyer may, at its option, either refuse delivery and declare the Supplies have not been received, or accept the Supplies as they are and claim compensation only for the value of the quantity not delivered.
Provisional acceptance is pronounced once all the operations provided for in the Agreement have been satisfactorily carried out, and this is set down in a joint report signed by the Buyer and the Supplier.

9.2 FINAL ACCEPTANCE

Acceptance tests are carried out at the expense of the Supplier, who is responsible for the personnel and equipment necessary, unless stipulated otherwise in the Agreement.
If the results obtained are disputed, a new series of tests may be entrusted to an independent body, at the Buyer's discretion. The costs incurred by these tests will be borne by the party who is shown to be in the wrong by the result of the new tests.
Final acceptance is pronounced from the date recorded on the provisional acceptance report without reservations or from the date on which the reservations are lifted.
If nothing is stipulated in the Agreement, final acceptance is pronounced 30 (thirty) days after provisional acceptance without reservation or from the date on which reservations are lifted.

If a fraction equal to or greater than 5% (in value) of the batch is refused, the Buyer reserves the right to demand a financial consideration on all the Supplies or to refuse the batch in its entirety. These Supplies will be declared as not having been received and will therefore entitle the Buyer to the compensation provided for in article 10 below. An agreement between the two Parties does not mean the Buyer waives its entitlement to damages or that the Supplier is released from its guarantee.
The final stage of the work is to clean up the site, restore it to its original condition and remove all waste and residues belonging to the Supplier. No acceptance report can be drawn up until this operation has been fully completed by the Supplier.
In the event of the Supplier failing to do this work, the Buyer may have the corresponding work carried out by a third party of its choice. The amount of modification/repair work will be automatically deducted from the sums due to the Supplier.

10 - PENALTIES

Any delay in delivering the Supplies, or in performing the Services, shall automatically make the Supplier liable to pay a delay penalty, without any formal notice being required. The penalty starts to run from the very first day of delay. In the event of early delivery, the Buyer is entitled to claim compensation for damage caused by such early delivery on the same terms as set out below.
The amount of such compensation shall, at the Buyer's option, be either equal to the amount of the loss suffered by the Buyer as a result of the Supplier's failing, or equal to 1% of the value of the Supplies and/or Services per day of delay up to a maximum of 30% of the value of such Supplies and/or Services. These penalty payments do not release the Supplier from its obligations and cannot be considered as the fixed and final compensation for the loss suffered by the Buyer.
Penalties may apply independently of other measures such as termination of the agreement and/or payment of compensation.
The amount of the penalties will be deducted from the payments to be made to the Supplier.

11 - GUARANTEES
11.1 CONFORMITY GUARANTEE

The Supplier delivers its Supplies and/or performs its Services under its sole and entire responsibility. It guarantees that the Supplies provided and/or Services performed :

- comply with the specifications set down in the Agreement;
- are free from any apparent defect and are fit for the purpose intended by the Buyer;
- have been delivered and/or carried out in accordance with standard trade practices;
- are free from hidden defects.

Any non-conforming or defective Supply may be returned to the Supplier at its expense and risk. The Supplier shall take back, at its own expense, any non-conforming or defective Supplies within eight (8) days of notification of the non-conformity or defect.
The Buyer shall be entitled, at its option, either to have non-conforming or defective Supplies replaced, or to received a refund of the price of such Supplies.
The guarantee runs from the date of final acceptance of the Supply.

During the guarantee period, the Supplier shall bear all costs incurred by replacement or repair operations, in particular parts, labour, transportation costs and any resulting production stoppages. Costs resulting from normal wear and tear or deterioration due either to negligence or to the lack of supervision or maintenance, as well as to incorrect usage by the Buyer, are excluded.

If it is acknowledged that a defect in a Supply is due to a systematic error in the design, material or workmanship, the Supplier must immediately replace or modify, at its own expense, all identical parts of the other Supplies concerned by the Agreement, even if these have not given rise to any incident.
If the Supplier has not remedied the defects, faults or imperfections notified to it by the Buyer within the set time limit, the Buyer shall be entitled, after formal notice to comply has been unsuccessful, to have the necessary work carried out by a third party at the Supplier's expense and risk.
The Supplier acknowledges that the above guarantees are in addition to any statutory guarantees and any other guarantees, specific or implied, other than those set forth herein, granted by the Supplier.

These guarantees shall remain valid notwithstanding any inspection, testing, acceptance or payment made by the Buyer.
The Buyer reserves the right to call into question, at any time, the Supplier's liability, particularly in the event that an action is brought against the Supplier, in order to obtain compensation for any damage caused by a design, manufacturing or operating defect in the Supplies.

11.2 PERFORMANCE BOND

The Buyer reserves the right to require the Supplier to provide security (bond, first demand guarantee) or to withhold payment in order to guarantee performance of the Services or delivery of the Supplies.

11.3 SUPPLY CESSATION

The Supplier undertakes to inform the Buyer at least six (6) months in advance when it intends to cease the manufacture of the Supplies or to withdraw these from its catalogue, thus enabling the Buyer to place an end-of-life order for the necessary quantity at the price negotiated in the Agreement. The Supplier undertakes to continue to supply the Buyer beyond the final cessation date on the basis of the volumes and dates communicated by the Buyer in the end-of-life order.

12 - LIABILITY

The Supplier is responsible for fulfilling its contractual obligations in accordance with the terms of the Agreement, the applicable legal and regulatory provisions and the specific working conditions applicable on the site(s) on which it intervenes.

The Supplier undertakes to assume all the consequences of damage of any kind which it, its personnel, its sub-contractor including the Buyer and its personnel or third parties may suffer during the performance of the Services or as a result of an omission, insufficiency or mistake by the Supplier, sub-contractor or sub-contractor's personnel in performing the Services.

13 - PRICES

Unless stipulated otherwise in the Agreement, the packaged Supply is delivered to the place of destination Delivered Duty Paid "EDILIANS site" (Incoterms 2020 of the International Chamber of Commerce) with unit or global prices deemed to be excluding tax and firm and non-revisable.

Prices are deemed to include, without exception or reservation, all expenses and charges incurred through performing the Agreement from its inception to its term.

14 - TERMS OF PAYMENT

Unless stipulated otherwise in the Agreement, invoices shall be paid at the end of the month 45 days following the date of the invoice or 60 days after the date of the invoice, at the Buyer's discretion.
In the event of a payment term linked to provisional acceptance, this will only be paid once any reservations have been lifted.

Payments, including those relating to retention money, are subject to the Supplier drawing up and submitting the invoices, in accordance with the procedures set out in the documents specific to the Agreement and accompanied by the supporting documents provided for in the said documents.
Invoices will be sent in electronic format (pdf) to the email address provided by the Buyer and will include the order number and delivery slip number. The Buyer reserves the right to refuse any invoice which has not been the subject of an order or which does not contain all the elements set out above.
Payment is made by any means at the Buyer's convenience.
The Buyer shall be authorised, without further formalities, to automatically offset any claims it may have in relation to the Supplier and any amounts it may owe to the Supplier, on any grounds whatsoever.

15 - INSURANCE

The Supplier shall, at its own expense, take out and maintain for the entire duration of the Agreement, the necessary insurance policies covering the risks and liability incurred as a result of the Agreement and due to the environment of the Agreement. In the event of failure to comply with this formality, the Supplier shall bear all the financial and other consequences of this failure.
The insurance policy must include a clause waiving the right of the Supplier's insurer to exercise any recourse against the Buyer or its insurers.
At the Buyer's request, the Supplier shall provide proof of the insurance policies taken out prior to starting to perform the Agreement, in the form of an insurance certificate referring to the said Agreement, specifically mentioning the limits of the amounts insured. The Supplier undertakes to voluntarily provide the Buyer with the said insurance certificate every year, and in any event, each time it is renewed.
This clause does not constitute a limitation on the Supplier's liability.
The fact that the Supplier has complied with the above provisions and those of the documents specific to the Agreement concerning insurance shall not release or reduce its liability. Consequently, if insurance coverage is absent or insufficient, the Supplier shall be personally liable to compensate the entire loss suffered by the Buyer.

16 - INTELLECTUAL PROPERTY

The results of the Service, whether patentable or not, such as inventions, improvements, software, developments, modifications, reports and other specific documents devised or perfected by the Supplier while performing the Service, in any form whatsoever, shall become the property of the Buyer as of the time they are created. The Buyer may dispose of them freely and for any purpose whatsoever without having to refer to the Supplier and without the latter being able to object.
The Supplier undertakes to obtain all assignments of rights from third parties (in particular sub-contractors) involved in performing the Service, and undertakes to provide, at the Buyer's request, a copy of all agreements obtained for the purpose described above.

As a consequence of this assignment, all intellectual property rights attached to the results of the Service belong to the Buyer, who may carry out any formalities on its own behalf with a view to preserving its rights.
If pre-existing information belonging to the Supplier is used to perform the Service concerned by the Agreement, the Supplier grants the Buyer, without further consideration, an irrevocable license to any patent and/or copyright and/or other intellectual property rights enabling the Buyer to make any use it sees fit of the pre-existing information as integrated into the results of the Service and to implement, reproduce by any means, represent, translate, adapt and distribute all or part of the said pre-existing information.

The Buyer shall not be liable for any payment whatsoever to the Supplier's personnel who contribute to the production of the results, including any inventions. The Supplier undertakes to take the necessary measures with regard to its personnel. The Supplier shall keep the Buyer harmless in the event of any claim or action for infringement of intellectual or industrial property rights belonging to a third party. The Supplier undertakes to pay all costs incurred by the Buyer in its defence against any claim or action, including legal fees, and to indemnify the Buyer for any damage, loss or injury suffered by the Buyer arising directly or indirectly out of such a claim or action.

The Supplier shall therefore :

- Obtain, for the Buyer, the right to continue to use the Supplies concerned, or
- Replace them with results that do not infringe on rights, or
- Modify the results concerned to remove any infringing elements,
or
- Consent to the return of the infringing elements, in which case the Supplier will refund the part of the price corresponding to the returned Supplies.

17 - NON-DISCLOSURE

In the absence of the Buyer's prior written agreement, the Supplier undertakes to consider as confidential and to treat as such any information or data, whether of a technical, financial, legal, commercial or other nature, communicated by the Buyer to the Supplier, in writing or orally, in connection with the performance of the Agreement.
The Supplier undertakes to take all appropriate measures with regard to third parties and employees involved in performing the Agreement to ensure compliance with this non-disclosure undertaking.

It also undertakes not to entrust services to a direct competitor of the Buyer or to any employee who has had access to the Buyer's information during the life of the Agreement.
Within the meaning of Article 1120 of the French Civil Code, the Supplier vouches for its employees, agents and duly authorised sub-contractors that they will comply with the non-disclosure undertaking set out above.

The above non-disclosure undertaking shall not apply to information brought to the Supplier's knowledge and :

- that is in the public domain or that comes into the public domain through no fault of the Supplier;

- of which the Supplier can prove it was aware before it was disclosed to it;

- that a third party, not bound by an non-disclosure undertaking towards the other, discloses to it.

This obligation will remain in force for a period of five (5) years following the end of the Agreement, whatever the cause.

18 - TERMINATION

In the event of non-performance by the Supplier of any of its contractual obligations, the Agreement shall be terminated ipso jure and without any formalities being required, eight (8) days after a formal notice, sent by the Supplier by registered letter with acknowledgement of receipt, has remained wholly or partly without effect during this period, and subject to any damages to which the Buyer may be entitled.

It is further understood that in the event of a delay in delivery, the Buyer is entitled to cancel the order by simply notifying the Supplier, without any compensation being due in this respect.

The Buyer also reserves the right to terminate the Agreement in the following cases: if the Supplier goes into liquidation or receivership, where all or part of its capital is changed, in the event of a merger, demerger or take-over.

In the event of early termination by the Buyer, the Supplier undertakes to make all work in progress, software, studies and development files available to the Buyer, and to return to the Buyer any other documents that it may have provided to the Supplier, and to assist the Buyer in ensuring the work in progress is properly transferred and to preserve the Buyer's rights. The Buyer will deduct the costs incurred by this transfer from any payments due to be made to the Supplier.
In the event of advance payments, these will be returned to the Buyer in full within eight (8) days.
This clause shall not prevent the Buyer from making any liability claims against the Supplier.

19 - FORCE MAJEURE

Neither party shall be held liable for any delay, failure or other breach of its obligations under the Agreement, where such failure is the result of a Force Majeure event. Force Majeure is any irresistible, unforeseeable event beyond the control of the parties. Strikes or industrial action by the Supplier's personnel or the personnel of its sub-contractors shall not be considered to be a case of Force Majeure.
The party invoking a Force Majeure event shall immediately inform the other party by any available means as soon as it occurs and shall describe the circumstances giving rise to the said Force Majeure event.

In any case, the Supplier will make every effort to minimise any interruption due to a case of Force Majeure.
When a Force Majeure event occurs, the obligations of the parties will be suspended for the entire duration of the Force Majeure event and will resume when this event ceases.
If the Agreement is suspended due to a case of Force Majeure, the Buyer reserves the right to use another service provider/supplier for the duration of the Force Majeure event.
In the event of an interruption to the Service due to a Force Majeure event lasting for a period of fifteen (15) days or more, the Buyer may notify the Supplier by registered letter with acknowledgement of receipt of the immediate termination of the Agreement, without any compensation whatsoever being due.

20 - NON-TRANSFERABILITY AND SUB-CONTRACTING

Under pain of termination, the Supplier may not assign the Agreement in whole or in part, or any of its obligations thereunder, without the specific prior consent of the Buyer.
Such an agreement, which remains discretionary, does not release the Supplier from all its responsibilities.
The Supplier may not sub-contract out all or part of the Agreement to a third party without the Buyer's prior written agreement.
Should the Buyer authorise sub-contracting, the Supplier will also be required to communicate the nature and amount of the operations for which sub-contracting is envisaged, as well as the name, designation or company name and address of the proposed sub-contractor.
The Supplier shall remain solely responsible to the Buyer for the proper performance of any sub-contracted work and undertakes to ensure that the sub-contractor adheres to these General Terms and Conditions of Purchase. The Supplier may not claim that delays in performance by its sub-contractors justify late delivery of the Supply.

21 - MODIFICATIONS

The Supplier is obliged to inform the Buyer of any changes it wishes to make to the Supplies to be delivered to the Buyer, including packaging and modes of transportation, even if these changes do not concern the characteristics requested by the Buyer in the contractual documents provided.

The Buyer has the choice of accepting or refusing these changes, without having to give reasons for its decision.
If the Buyer refuses these changes, the Supplier must be able to continue to deliver the Supplies as initially planned for the period during which they are required by the Buyer.

If the Buyer accepts, this acceptance can only be communicated in writing, duly signed by a representative of the Buyer. This acceptance does not release the Supplier from any of its contractual obligations towards the Buyer. Should a defect arise as a result of these changes, the Supplier shall be obliged to take back the new Supplies and replace them with the old ones. Subsequent deliveries will be made with unchanged Supplies.

22 - MATERIAL ENTRUSTED TO THE SUPPLIER

The Supplier is responsible for preserving, maintaining and using the equipment entrusted to it. It may only use this equipment for the purposes specified in the agreement. If the equipment entrusted to the Supplier is damaged, destroyed or lost as a result of the Supplier's actions, the Supplier is obliged, in addition to payment of any damages, to restore the equipment to the condition it was in when it was entrusted to the Supplier or to replace it.

The contract may be terminated by the Buyer with the Supplier being deemed at fault, if the Supplier fails to return the equipment entrusted to it.

23 - LANGUAGE

Contractual documents and documents relating to the performance of the Agreement must include a copy in a language that the Buyer understands. Only this copy is authentic.

24 - COMPLIANCE / SUSTAINABLE PURCHASING CHARTER

The Buyer wishes to have its suppliers adhere as much as possible to its values and guiding principles, in particular with a view to respecting and promoting the principles of sustainable development and ethics. Therefore, the Supplier undertakes, for the entire duration of the Agreement, to comply, and ensure compliance by its employees and any sub-contractors, with all applicable laws, regulations and international standards and in particular:

- The United Nations Global Compact;
- The United Nations Sustainable Development Goals;
- The United Nations guiding principles;
- The OECD's guiding principles;
- The OECD guide;
e- The ILO's fundamental conventions;

In addition, the Supplier undertakes to behave responsibly with regard to ethical, social and environmental issues, and to act in accordance with the EDILIANS Group's Sustainable Purchasing Charter, which it acknowledges having read. In this respect, the Supplier undertakes not to engage in unfair competition, to take all measures necessary to combat corruption and influence peddling, and to behave honestly, transparently and with integrity. In accordance with social and human issues, the Supplier must act with respect and dignity for people. The Supplier undertakes to comply with good employment practices such as equal opportunity and non-discrimination. The Supplier is expected to comply fully with all laws and regulations relating to labour, human rights and employee health and safety. Likewise, the Supplier must behave responsibly, particularly with regard to water and waste treatment, greenhouse gas emissions and the use of chemicals.

25 - PROTECTION OF PERSONAL DATA

The Parties undertake to comply with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter the "GDPR"). The Parties process Personal Data (as defined by the GDPR) of the Parties' employees and managers ("Data Subjects") for the purpose of carrying out pre-contractual measures and then managing the commercial relationship and communications between the Parties. This processing is based on the legitimate interests pursued by the Parties insofar as such processing is necessary for the proper performance of the contractual relationship. The data of Data Subjects are kept for the duration of the contractual relationship and then archived to serve as legal evidence for the time strictly necessary for these purposes (up to ten years for accounting documents and, where applicable, for the duration of any litigation and until all avenues of appeal have been exhausted). The data are intended for use by authorised personnel in the Parties' relevant departments and by any sub-contractors they may have recourse to. Data subjects have the right to access, rectify and delete their data, as well as the right to object to or request the restriction of processing, under the conditions and within the limits laid down in the regulations. They also have the right to send special instructions concerning how their data will be treated after their death. To exercise these rights, they may contact the Buyer at the following address: Edilians S.A.S., 65, chemin du Moulin Carron, 69570 Dardilly, FRANCE. They may also file a complaint with the competent authority (CNIL for any claims in France).

26 - SETTLEMENT OF DISPUTES

French law is the only law applicable to these General Terms and Conditions of Purchase and to any Agreement subject thereto. The provisions of the Vienna Convention on Contracts for the International Sale of Goods shall not apply. It is specifically agreed that any dispute relating to the performance or interpretation of these terms and conditions and/or an Agreement shall, if it cannot be settled out of court, come within the exclusive jurisdiction of the Lyon Commercial Court, including in the case of summary proceedings.

EDILIANS GROUP GENERAL TERMS AND CONDITIONS OF PURCHASE
OCTOBER 2023